FINANCING AGREEMENT
THIS FINANCING AGREEMENT (this "Agreement") is made and entered into this
5th day of September, 1990, by and between VINDICATOR OF FLORIDA, INC.
("Vindicator"), a Florida corporation whose principal offices are located in
Plant City, Florida, and NORDION INTERNATIONAL INC ("Nordion"), a Canadian
corporation whose principal offices are located in Kanata Ontario, Canada.
WHEREAS, Vindicator desires to build a successful commercial food
demonstration irradiation facility in or near Mulberry, Florida, principally for
the purpose of irradiating food and related products; and
WHEREAS, Nordion desires to develop and promote the commercialization and
demonstration of food irradiation;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein and other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged by both of the parties
to this Agreement, the parties hereby agree as follows:
1. Upon the terms and subject to the conditions set forth herein,
Nordion shall design, manufacture and install, and Vindicator shall
purchase from Nordion, a fully operational gamma radiation processing
pallet irradiator (the "Irradiator"), complete with an initial radiation
source of 400,000 curies of cobalt 60 (the "Source"), at Vindicator's
present site in Mulberry, Florida, all as described in that certain
Proposal number 89-IPQ-336A dated August 29, 1990 delivered by Nordion to
Vindicator (the "Proposal"). In addition, Nordion shall provide to
Vindicator the services set forth in Paragraph 5 of this Agreement. The
total purchase price to be paid by Vindicator to Nordion for the
Irradiator, Source and the services to be provided by Nordion under this
Agreement shall be $2,867,510 ($Canadian), such amount to be paid as
provided in Paragraph 3 of this Agreement.
2. The parties acknowledge that Nordion accepted Vindicator's firm
purchase order for the Irradiator and the Source, all pursuant to the
Proposal, on September 5, 1990 (such date being referred to herein as the
"Acceptance Date"). This Agreement supplements that arrangement.
3. The purchase price of $2,867,510 ($Canadian) shall be paid as
follows:
(a) the parties acknowledge that $126,000 ($Canadian) of the
total purchase price has already been paid, leaving a balance as of
the date hereof of $2,741,510 ($Canadian);
(b) an additional $295,000 ($U.S.) shall be paid by Vindicator,
in cash, on the Acceptance Date, and shall be applied against the
balance of the Purchase Price based on the $U.S.-Canadian exchange
rate as of the Acceptance Date;
(c) the balance of the purchase price shall be paid at the time
and in the manner described in Paragraph 4.
4. (a) The amount referred to in Paragraph 3(c) shall be due and
payable in full on the date forty-eight (48) months from the Acceptance
Date (the "Due Date"). Such amount shall not bear any interest until the
Due Date, whereupon such amount shall bear interest at the rate of three
percentage points above the "prime rate" for similarly sized commercial
obligations as published from time to time in the Wall Street Journal.
(b) Payment of any amount due under this Paragraph 4 shall be
secured by a first, preferred security interest in the Irradiator and
the Source to be granted to Nordion upon or before sale or delivery of
the Irradiator and the Source. In addition; in the event that any
other assets of Vindicator are at any time subject to any other
security interest, then simultaneously with the granting of such
security interest Nordion shall be granted a subordinate security
interest in such assets. Any security interest granted hereunder to
Nordion shall be granted by way of a security agreement in
substantially the same form as is attached hereto as Exhibit A. Upon
or before consummation of the transaction to which any such security
interest relates, proper opinions and security filings must be
effected (at Nordion's expense) as to each security interest granted
hereunder.
(c) Vindicator shall be deemed in default of its payment
obligation under this Paragraph 4 upon the occurrence of any of the
following:
(i) Any amount owed hereunder not being paid in full when
due; or
(ii) The irradiation by Vindicator, at the Facility, of any
product, other than food or related products including packaging
materials, for any customer who, to the knowledge of Vindicator
after consultation with Nordion, had previously had any similar
product irradiated by gamma radiation by another commercial
irradiator then willing and able to provide such service and both
now and then being supplied or otherwise serviced by Nordion
(this shall not, however, preclude Vindicator from conducting
research and development activities on any product for any
customer); or
(iii) Any act of bankruptcy or insolvency by Vindicator.
(d) Option is given to Vindicator to pay part or the entire
principal sum due under this Paragraph 4 remaining unpaid at any time
without penalty.
(e) Nordion may, at its option, at any time, forgive any part or
all of the amount owed under this Paragraph 4.
(f) Vindicator shall use its best efforts to pay down the balance
of the purchase price during the 48-month interest-free period prior
to the Due Date, and in any event not later than the Due Date. Its
best efforts win include deferring payment of dividends, reasonably
conservative policies on salaries, bonuses or other remuneration and
any other distribution of any kind to shareholders or employees.
5. Pending completion of the Facility and the commencement of the operation
thereof, Nordion will provide to Vindicator, and to Vindicator's architects and
engineers, irradiator building construction drawings, plans and specifications
for the Facility. Nordion will act as Vindicator's consultant in connection with
Vindicator's applying for and obtaining all necessary licenses and permits for
the Facility. Nordion will further act as Vindicator's consultant in its
selection and training of operating and management personnel for the Facility,
and provide all plant operation and radiation safety training for all Facility
personnel during the Facility's initial period of operation. In addition,
Nordion will assist Vindicator in its other technical and marketing efforts.
6. This Agreement shall be governed by the laws of the State of Florida.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
VINDICATOR OF FLORIDA, INC.
By: /s/ Xxx X. Xxxxxxx, President
NORDION INTERNATIONAL INC.
By:
